To the Members of
BLUE BLENDS (INDIA) LIMITED
The Board of Directors hereby present the Fourthith Annual Report on the Business and
Operations of your Company along with the Audited
Financial Statements for the Financial Year ended 31st March , 2021.
FINANCIAL RESULTS
(Rs. In Lakhs)
| Particulars |
Standalone |
Consolidated |
|
31st March 2021 |
31st March 2020 |
31st March 2021 |
31st March 2020 |
| Gross Income |
960.26 |
2046.10 |
961.64 |
2047.61 |
| Profit before interest , Depreciation & Tax |
(800.70) |
(363.57) |
(801.84) |
(364.82) |
| Less : Interest |
1.89 |
876.44 |
1.90 |
876.44 |
| Less : Depreciation |
187.74 |
191.47 |
187.81 |
191.54 |
| Profit/ Loss before exceptional items and tax |
(990.33) |
(1431.48) |
(991.55) |
(1432.80) |
| Add : Exceptional items |
0.00 |
0.00 |
0.00 |
0.00 |
| Profit /Loss before Tax |
(990.33) |
(1431.48) |
(991.55) |
(1432.80) |
| Less : Provision for Tax |
(28.05) |
0.21 |
(28.05) |
0.15 |
| Profit/ Loss after Tax |
(1018.38) |
(1431.27) |
(1019.60) |
(1432.65) |
FINANCIAL PERFORMANCE
During the year under review, the Gross Revenue from Operations at standalone level
stand at Rs.960.26 Lakhs compared to Rs. 2046.10 Lakhs in the Previous Year. The Net
Profit/(Loss) for the year at Rs.(1018.38) Lakhs against Rs. (1431.27) Lakhs reported in
the Previous Year.
There are no material changes or commitments affecting the financial position of the
Company which have occurred between the end of the financial year and the date of this
report.
DIVIDEND
During the year under review, Board has not recommended any dividend on equity share
for the Financial Year ended 31st March, 2021.
RESERVE:
During the year under review, the Company does not propose to carry any amount to
General Reserve Account in view of insufficient profit.
SHARE CAPITAL
The Authorised Share Capital of the Company as on 31st March, 2021 was Rs.
53,50,00,000 divided into 3,00,00,000 equity shares of Rs. 10/- each and 23,50,000
Preference share of Rs. 100/- each. The Paid up Capital of the Company is Rs. 30,65,12,130
cosisting of Rs. 21,65,12,130/- divided in to 2,16,51,213 Equity Shares of Rs. 10/- each
and Rs. 9,00,00,000/- divided into 9,00,000 Preference Shares of Rs. 100 each.
CREDIT RATING:
Credit Rating not renewed.
LISTING FEES:
Company has paid listing fees for the financial year 2020-21 to Bombay
Stock Exchange and National Stock Exchange.
FINANCE AND ACCOUNTS
• Debentures
Outstanding amount of Rs. 2388.55 Lakhs is standing to the credit of 16% Non
Convertible Debenture.
• EVENT SUBSEQUENT TO BALANCE SHEET There are no such events
• Deposit
During the year under review, your Company has neither invited nor accepted any deposit
from the public within the meaning of Section 73 of Companies Act, 2013 and the Companies
(Acceptance of Deposits) Rules, 2014.
• Particulars of Loans, Guarantees And Investments
Details of Loans, guarantees and Investments covered under the provisions of Section
186 of the Companies Act, 2013 are given in the notes to the Financial Statements.
• Accounting
Your Company prepares its financial statements in compliance with the requirements of
the Companies Act, 2013 and Indian Accounting Standards and other accounting principles
generally accepted in India. The financial Statements have been prepared on historical
cost basis. The estimates and judgements relating to financial statements are made on a
prudent basis, so as to reflect in a true and fair manner, the form and substance of the
transactions and reasonable present the Company’s state of affairs, profits and cash
flows for the year ended 31st March, 2021.
• Consolidated Financial Statements
The Consolidated Financial Statements of the Company are prepared in accordance with
relevant Accounting Standards (IND AS) viz. IND AS 110, issued by the Institute of
Chartered Accountants of India form part of this Annual Report.
SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES:
During the year under review, Your Company has only one Subsidiary Company namely,
Bindal Synthetics Private Limited. Subsidiary Company made a Loss of Rs. 1,21.902/- for
the year ended 31st March, 2021.
A report on financial position of the subsidiary in Form AOC-1, as per the Companies
Act, 2013 and Companies (Accounts) Rules, 2014, is annexed as Annexure A.
A report on financial position of the Associate or Joint Venture is annexe as "Annexure
A Part B"
PARTICULARS OF CONTRACT OR ARRANGEMENTS WITH RELATED PARTIES
The particulars of contract or arrangements with related parties referred to in Section
188(1) of Companies Act, 2013, as prescribed in Form AOC-2, is appended as "Annexure
B "
The policy on materiality of related party transaction and dealing with related party
transactions as approve by the Board may be accessed on the Company’s website Viz.
http://www.blueblends.com.
DIRECTORS
In accordance with the provisions of Section 152 of the Companies Act, 2013 and in
terms of the Articles of Association of the Company, Mr.Janardan Joshi , retires by
rotation and being eligible, offers herself for re-appointment. The Board recommends her
re-appointment for the consideration of the Members of the Company at the ensuing Annual
General Meeting.
During the Year under review Ms.Rekha Jaiswar was appointed as the Additional Director
of the Company in category of Non Executive Director with effect from 11th
November,2020 The Company has received a Notice in writing under Section 160 of the Act
from a Member proposing her candidature for the office of Director.
Following are the directors as on the reporting date:
Name of Director Designation
| Anand Arya |
Managing Director |
| Janardan Joshi |
Director |
| Madanlal Agarwal |
Director |
| Rekha Ramdular Jaiswar |
Director |
EVALUATION OF THE BOARD’S PERFORMANCE:
During the year, the Board adopted a formal performance evaluation policy for
evaluating its performance and as well as that of its Committees and individual Directors,
including the Chairman of the Board. The exercise was carried out through a structured
evaluation process covering various aspects of the Board’s functioning such as
composition of the Board & Committees, experience & competencies, performance of
specific duties & obligations etc. Separate exercise was carried outto evaluate the
performance of individual Directors including the Board, Chairman who were evaluated on
parameter such as attendance, contribution at the meeting and otherwise, independent
judgement etc. The evaluation of the Independent Directors and that of the Chairman was
carried out by the entire Board Excluding the Director being evaluated and the evaluation
of Non-Independent Directors was carried out by the Independent Directors. A separate
meeting of Independent Directors was also held during the year wherein the performance of
Chairman, Board and Executive Directors was evaluated. The Directors were satisfied with
the evaluation results, which reflected the overall engagement of the Board and its
Committee with the Company.
DECLRATION BY INDEPENDENT DIRECTOR :
The Company has received declarations from all Independent Directors of the Company
confirming that they meet the criteria of independence as prescribed under Section 149(6)
of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 and they have complied with the code for Independent Directors as
prescribed in Schedule IV to the Act.
FAMILIARIZATION PROGRAMME OF INDEPENDENT DIRECTOR:
In Compliance with the requirements of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the Company has put in place a familiarization programme
for the Independent Directors to familiarize them with their role, rights and
responsibility as Directors, the working of the Company, nature of the Industry in which
the Company operates, business model etc. The Details of the familiarization programme are
explained in the Corporate Governance Report and also available on the Company’s
website.
POLICIES:
A. REMUNERATION AND NOMINATION POLICY
The Board of Directors has framed a policy which lays down a framework in relation to
remuneration of Directors, Key Managerial Personnel and Senior Management of the Company.
This policy also lays down criteria for selection and appointment of Board Members. The
details of this policy are explained in the Corporate Governance Report. The Remuneration
and Nomination Policy shall be available on the website of the Company.
B. VIGIL, MECHANISM/WHISTLE BLOWER POLICY:
The Company has formulated a whistle blower policy and has established vigil mechanism
for employees including Directors of the Company to report genuine Concerns. The
provisions of this Policy are in line with the provisions of the Section 177(9) of the
Act.
C. POLICY ON BOARD DIVERSITY:
The Board has on the recommendation of the Nomination & Remuneration Committee
framed a policy on Board Diversity as required Regulation 19(4) read with Part D of
Schedule II of the SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015.
D. PRESERVATION OF DOCUMENTS AND ARCHIVAL POLICY:
The Company has formulated a Policy pursuant to Regulation 9 and 30(4) of the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015 on Preservation of the
Documents to ensure safekeeping of the records and safeguard and documents from getting
manhandled, while at the same time avoiding superfluous inventory of Documents.
E. POLICY ON DISCLOSURE OF MATERIAL EVENTS/ INFORMATION:
The Policy is framed in accordance with the requirements of the Regulation 30 of SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015. The objective of the
Policy is to determine materially of events or information of the Company and to ensure
that such information is adequately disseminated in pursuance with the Regulations and to
provide an overall governance framework for such determination of materiality.
F. POLICY ON RELATED PARTY TRANSACTIONS:
The policy on related party transactions are entered on arms length basis, in the
ordinary course of business and are in compliance with the applicable provisions of the
Companies Act, 2013 and the SEBI (LODR) Regulations. There are no materially significant
related party transactions made by the Company with Promoters, Directors, Key Managerial
Personnel etc. Which may have protential conflict with the interest of the Company at
large or which warrants the approval of the Shareholders. Accordingly, no transactions are
being reported in From AOC-2 in terms of Section 134 of the Act read with Rule 8 of the
Companies (Accounts) Rule, 2014. However the details of the transactions with related
parties are provided in the Company’s financial statements in accordance with the
Accounting Standards.
All Related Party Transactions are presented to the Audit Committee and the Board.
Omnibus approval is obtained for the transactions which are foreseen and repetitive in
nature. A Statement of all related party transactions is presented before the Audit
Committee on a quarterly basis, specifying the nature, value and terms and conditions of
the transactions. The Policy on Related Party transactions as approved by the Board is
available on Company’s website.
G. INSIDER TRADING POLICY:
The Board of Director has adopted the Insider Trading Policy in accordance with the
requirement of the SEBI (Prohibition of Insider Trading) Regulations, 2015. The Insider
trading policy of the Company lays down guidelines & procedures to be followed,
disclosures to be made while dealing with the shares of the Company, as well as the
consequences of the violations. The Policy has been formulated to regulate, monitor and
ensure reporting of deals by employees and to maintain highest ethical standards of
dealing in Companies shares. The Insider Trading Policy of the Company covering code of
practices and procedures for fair disclosure of unpublished price sensitive information
and code of conduct for preventing of Insider Trading, same is available on our website
H. RISK MANAGEMENT POLICY:
Pursuant to the requirement SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 and the Companies Act, 2013 the Company has framed a Risk Management
policy.Risk management is embedded in your Company’s operating framework. Your
Company believes that managing risks helps in maximizing returns. The Company’s
approach to addressing business risks is comprehensive and includes periodic review of
such risks and a framework for mitigating controls and reporting mechanism of such risks.
The risk management framework is reviewed periodically by the Board and the Audit
Committee. The details of this policy forms part of Corporate Governance Report.
CORPORATE GOVERNANCE
As per Regulation 34 (3) read with Schedule V of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, a separate section on corporate governance
practices followed by the Company, together with a certificate from the Company’s
Auditors confirming compliance forms an integral part of this Report.
MANAGEMENT DISCUSSION AND ANALYSIS:
Management Discussion and Analysis for the year under review, as required pursuant to
the provisions of Regulation 34(2)(e) read with schedule V(B) of SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015, is annexed herewith vide "Annexure
C".And forms an integral part of this Annual Report.
CORPORATE SOCIAL RESPONSIBILITY
The Board of your Company has constituted a CSR Committee. As on 31st March,
2021, the Committee comprises of three Directors. Your Company has developed a CSR Policy
which is carried in this Annual Report.
As a part of its initiative under the "Corporate Social Responsibility" (CSR)
drive, the Company has undertaken projects in the area of urban and rural development,
eradicating hunger, promoting health care and education. These projects are in accordance
with Schedule VII of the Companies Act, 2013 and the Company’s CSR policy. The Report
on CSR activities as required under the Companies (Corporate Social Responsibility Policy)
Rules, 2014 is annexed as "Annexure – D" and forms an integral part
of this Report.
INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY
The Company has an Internal Control System, commensurate with the size, scale and
complexity of its operations. The company has an Internal Audit Department with adequate
experience and expertise internal controls, operating system and procedures . In
discharging their role and responsibilities, the department also engages external audit
firms, wherever deemed necessary.
The Internal Audit Department reviews the adequacy of internal control system in the
Company, its compliance with operating systems and laid down policies and procedures.
Based on the report of internal audit function, process owners undertake corrective
actions in their respective areas and thereby strengthen the controls. Significant audit
observations and corrective actions thereon are presented to the Audit Committee of the
Board.
NUMBER OF MEETING OF BOARDS
The details of the number of the meetings of the Board held during the Financial Year
2020-21 forms part of the Corporate Governance Report.The intervening gap between the
Meetings was within the period prescribed under the Companies Act, 2013.
KEY MANAGERIAL PERSONNEL
The following are the Key Managerial Personnel of the company:
| 1. Mr. Anand Arya |
Chairman and Managing Director |
| 2. Mr. Chintan Bharatbhai Desai |
Company Secretary |
COMMITTEES OF THE BOARD
The Board of Directors has the following Committees:
1. Audit Committee
2. Nomination and Remuneration Committee
3. Stakeholders Relationship Committee
4. Corporate Social Responsibility Committee
The details of the committee along with their composition, number of meetings and
attendance at the meetings are provided in the Corporate Governance Report.
SIGNIFICANT OR MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
There is no significant or material orders passed by the Regulators/ Courts that would
impact the going concern status of the Company and its future operations.
DIRECTORS’ RESPOSIBILITY STATEMENT
To the best of their knowledge and belief and according to the information and
explanations obtained by them, your Directors make the following statements in terms of
Section 134(3)(c) of the Companies Act, 2013:
1. that in the preparation of the annual financial statements for the year ended 31st
March, 2021, the applicable accounting standards have been followed along with proper
explanation relating to material departures, if any;
2. that such accounting policies have been selected and applied consistently and
judgement and estimates have been made that are reasonable and prudent so as to give a
true and fair view of the state of affairs of the Company as at 31st March,
2021 and of the profit of the Company for the year ended on that date;
3. that proper and sufficient care has been taken for the maintenance of adequate
accounting records in accordance with the provisions of the Companies Act, 2013 for
safeguarding the assets of the Company and for preventing and detecting fraud and other
irregularities;
4. that the annual financial statements have been prepared on a going concern basis;
5. that proper internal financial controls were in place and that the financial
controls were adequate and were operating effectively.
6. that systems to ensure compliance with the provisions of all applicable laws were in
place and were adequate and operating effectively.
EXTRACT OF ANNUAL RETURN:
The detail forming part of the Extract Annual Return in form MGT-9 is annexed herewith
as "Annexure F"
AUDITORS :
Statutory Auditor
M/s JMT & Associates, Chartered Accountants, Mumbai (ICAI Firm Registration Number
104167W) were appointed as Statutory Auditors of your Company at the Annual General
Meeting held on 29th September, 2018 for a term of five consecutive years. The
Report given by the Auditors on the financial statements of the Company is part of the
Annual Report. There has been qualification, reservation, adverse remark or disclaimer
given by the Auditors in their Report which in self-explanatory.
Secretarial Auditor
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has
appointed Mr. Abhishek Singh, Company Secretary in Practice to conduct the Secretarial
Audit of the Company for the financial year 2020-21.
The Secretarial Audit Report for the financial year ended 31st March, 2021
pursuant to Section 204 of the Companies Act, 2013 and Rule 9 of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 and the Regulation 24A
of the SEBI (LODR) Regulation 2015 is annexed herewith as " Annexure E". The
Secretarial Audit Report does not contain any qualifications, reservation or adverse
remarks.
ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
The requisite information with regard to conservation of energy, technology absorption
and foreign exchange earnings and outgo, in terms of the Section 134(3)(m) of the
Companies Act, 2013, read with Companies (Accounts) Rules, 2014 is given in "Annexure
G", to this report.
ENVIRONMENT AND SAFETY
The Company is conscious of the importance of environmentally clean and safe
operations. The Company’s policy requires conduct of operations in such a manner so
as to ensure safety of all concerned, compliances of environmental regulations and
preservation of natural resources.
PARTICULARS OF EMPLOYEES
The information pursuant to Section 197 (12) of the Companies Act, 2013 read with Rule
5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014, in respect of employees of the Company, will be provided upon request, in
terms of Section 136(1) of the Companies Act, 2013 the Report and Accounts are being sent
to the Members and others entitled thereto, excluding the information on employees
particulars which is available for inspection by the Members at the Registered Office of
the Company during business hours on working days of the Company up to the date of the
ensuing Annual General Meeting. If any Members is interested in obtaining a copy thereof,
such Member may write to the Company Secretary in this regard.
Disclosure pertaining to remuneration and other details as required under Section
197(12) of the Companies Act, 2013 read with rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, are given in "Annexure –
H" to this Report.
HUMAN RESOURCES AND INDUSTRIAL RELATIONS
The Company takes pride in the commitment, competence and dedication of its employees
in all areas of the business. The Company has a structured induction process at all
locations and management development programs to upgrade skills of managers. Objective
appraisal systems based on key result areas (KRAs) are in place for senior management
staff.
The Company is committed to nurturing, enhancing and retaining its top talent through
superior learning and organizational development. This is a part of our Corporate HR
function and is a critical pillar to support the organization’s growth and its
sustainability in the long run.
PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE
As per the requirement of The Sexual Harassment of Women at Workplace (Prevention,
Prohibition & Redressal) Act, 2013 (‘Act’) and Rules made there under, your
Company has constituted Internal Complaints Committees (ICC) at its workplaces. During the
year, no complaints were filed with the Company.
GREEN INITIATIVES
As in the previous year, this year too, we are publishing only the statutory disclosure
in the print version of the Annual Report. Electronic copies of the Annual Report 2020-21
and Notice of the 40th Annual General Meeting are sent to all the members whose
E-Mail ID is registered with the Company/Depository Participant(s). The members who have
not registered their email addresses, physical copies are sent in the permitted mode.
CAUTIONARY STATEMENT
Statements in this Directors’ Report and Management Discussion and Analysis
describing the Company’s objectives, projections, estimates, expectations or
predictions may be "forward-looking statements" within the meaning of applicable
securities laws and regulations. Actual results could differ materially from those
expressed or implied. Important factors that could make difference to the Company’s
operations include raw material availability and its prices, cyclical demand and pricing
in the Company’s principle markets, changes in Government regulations, Tax regimes,
economic developments within India and the countries in which the Company conducts
business and other ancillary factors.
APPRECIATION
Your Directors would like to express their sincere appreciation for assistance and
co-operation received from the various stake holders including financial institutions and
banks, Governmental authorities and other business associates who have extended their
valuable support and encouragement during the year under review
Your Directors take the opportunity to place on record their deep appreciation of the
committed services rendered by the employees at all levels of the Company, who have
contributed significantly towards Company’s performance and for enhancing its
inherent strength. Your Directors also acknowledge with gratitude the encouragement and
support extended by our valued shareholders.
FOR AND ON BEHALF OF THE BOARD
BLUE BLENDS (INDIA) LIMITED
ANAND ARYA
DIN NO.: 00084995
CHAIRMAN AND MANAGING DIRECTOR
DATE : 16th July, 2021
PLACE : MUMBAI
|